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                                                              EXHIBIT 10(s)


                         EMPLOYMENT AGREEMENT

                                between

                           AQUARION COMPANY

                                  and

                          RICHARD K. SCHMIDT

                      dated as of October 1, 1995 
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     THIS AGREEMENT, made effective as of October 1, 1995 by and

between AQUARION COMPANY (the "Company"), a Delaware corporation, and

RICHARD K. SCHMIDT, of 113 Lochinvar Court, Cary, North Carolina (the

"Executive"),

                    W I T N E S S E T H   T H A T :

     WHEREAS:

     i.   The Executive is a principal officer of the Company and an

integral part of its senior management who participates in the

decision making process relative to short and long term planning and

policy for the Company;

     ii.       The Board of Directors of the Company, at its meeting

on September 1, 1995, determined that it would be in the best

interests of the Company and its shareholders to assure continuity in

the management of the Company's administration and operations by

entering into an employment agreement to retain the services of the

Executive on an extended basis; and

     iii.      The Executive is willing to continue to serve the

Company as a member of its senior management on the terms and

conditions set forth herein;

     NOW, THEREFORE, it is hereby agreed by and between the parties

hereto as follows:



1.   Employment.  The Company agrees to continue the Executive in its
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employ, and the Executive agrees to remain in the employ of the

Company, for the period stated in Paragraph 3 hereof and upon the

other terms and conditions herein provided. 
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     2.   Positon and Responsibilities.  During the period of his
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employment hereunder, the Executive agrees to serve as President of

the Company for the period for which he is and shall from time to time

be elected, and as its Chief Executive Officer, and to be responsible

for the general management of the affairs of the Company, reporting

directly to the Board of Directors of the Company.  During said period

the Executive agrees to perform such services not inconsistent with

his position as shall from time to time be requested of him by the

Board of Directors including service, if elected, as an officer and

director of any subsidiary or affiliate of the Company.

     3.   Term and Duties.
          ---------------

          (a)  Term of Employment.  The term of the Executive's
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employment under this Agreement shall be deemed to have commenced as

of the date first above written and shall continue for a period of

thirty-six full calendar months thereafter.

          (b)  Duties.  During the period of employment hereunder and
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except for illness or incapacity and reasonable vacation periods

(which shall not be less than 20 days in any calendar year), the

Executive's business time, attention, skill and efforts shall be

exclusively devoted to the business and affairs of the Company and its

subsidiaries; provided, however, that nothing in this Agreement shall

preclude the Executive from devoting time during reasonable periods 
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required for:

  (i)     serving as an officer, director or member of a committee of

          any company or organization involving no conflict of

          interest with the Company or any of its subsidiaries or

          affiliates,

 (ii)     delivering lectures and fulfilling speaking engagements, and 

(iii)     engaging in charitable and community activities, provided

          that such activities do not materially affect or interfere

          with the performance of the Executive's obligations to the

          Company.

     4.   Compensation.
          ------------

         (a)  For all services rendered by the Executive in any

capacity during employment under this Agreement, including services as

an executive, officer, director, or member of any committee of the

Company or any subsidiary or affiliate thereof, the Company shall pay

the Executive a base salary at the rate of not less than $215,000 per

year, subject to such periodic increases as the Board shall deem

appropriate in accordance with the Company's customary procedures and

practices regarding the salaries of senior management employees.  Such

salary shall be payable in accordance with the customary payroll

practices of the Company, but in no event less frequently than

monthly.  Such periodic increases in salary, once granted, shall not

be subject to revocation.

          (b)  Executive shall be entitled to participate in any

Company incentive or bonus plan covering some or all of its executive 
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officers that is in effect during the period of his employment

hereunder and to receive benefits thereunder on a basis consistent

with the overall administration and intent of any such plan and with

past practice, if any, under such plan.  In addition, the Executive

shall continue to be eligible to receive incentive pay based on the

performance of Industrial and Environmental Analysts, Inc. through

December 31, 1996 pursuant to the terms of his prior employment

agreement dated as of April 1, 1994, and Executive shall be granted

options for 50,000 shares of the Company's stock pursuant to the

Company's Stock Option Plan, subject to a three year vesting schedule,

as of the date of this Agreement at an exercise price of $23.25 per

share.

          (c)  Nothing in this Agreement shall preclude or affect any

rights or benefits that may now or hereafter be provided for the

Executive or for which the Executive may be or become eligible under

any other form of compensation or employee benefit plan now existing

or that may hereafter be adopted or awarded by the Company or mandated

by law.  Specifically, the Executive shall:


  (i)     participate in the Company's Retirement Plan as well as any

          related program under any "excess benefit plan" that may be

          adopted during the period of the Executive's employment

          hereunder and in which the Executive is designated by the

          Company's Board of Directors to participate (hereinafter

          referred to collectively as the "Retirement Program");


 (ii)     participate to the permitted extent the Executive wishes in

          The Employee Savings and Investment Plan of the Company and 
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          related program under any excess benefit plan (hereinafter

          referred to collectively as the "Thrift and Savings

          Program");


(iii)     participate in any Employee Stock Ownership Plan that may

          subsequently be adopted by the Company;


 (iv)     participate in the salary continuation program in the event

          of death in accordance with Board policy for Company

          officers;


  (v)     participate in the Company's death and disability benefit

          plans and its medical, dental and health and welfare plans;

          and


(vi)      participate in equivalent successor plans of the Company for

          which senior management employees are eligible;

provided, however, that, subject to Paragraph 7(c)(iv), nothing in

this Agreement shall preclude the Company from amending or terminating

any such plan or program, on the condition that such amendment or

termination is applicable to all of the Company's senior management

employees generally.

          (d)  The Executive shall be paid a lump sum amount by the

Company sufficient to fully reimburse the Executive, on an after-tax

basis for any reasonable moving expenses incurred by the Executive for

a move made at the request of the Company (after consideration of any

tax deduction to which the Executive is entitled by reason of the

incurrence of such expenses).

          (e)  The Executive shall be paid three annual installments,

commencing on the date of closing for a new residence of the Executive 
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due to a move requested by the Company, each equal to the product of

the excess, if any, of the annual interest rate on the mortgage on the

new residence over the annual interest rate on the mortgage on the

Executive's prior residence, times the lesser of the principal amount

of the mortgage on the new residence or the principal amount of the

mortgage on the old residence.

     5.   Business Expenses.  The Company shall pay or reimburse the
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Executive for all reasonable travel and other expenses incurred in

connection with the performance of the Executive's duties under this

Agreement in accordance with such procedures as the Company may from

time to time establish.  The Company further agrees to furnish the

Executive with a private office and a private secretary and such other

assistance and accommodations, including an automobile and appropriate

club memberships in Connecticut and North Carolina, as shall be

suitable to the character of the Executive's position with the Company

and adequate for the performance of the Executive's duties under this

Agreement.

     6.   Additional Benefits.  Nothing in this Agreement shall affect
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the Executive's eligibility to participate in all group health,

dental, hospitalization, life, travel or accident or other insurance

plans or programs and all other perquisites, fringe benefits or

retirement plans or additional compensation, including termination pay

programs, which the Company may now or hereafter, in its sole and

absolute discretion, make available to its senior management employees 
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generally, and the Executive shall be eligible to receive, during the

period of employment under this Agreement, all benefits and emoluments

for which key employees are eligible under every such plan, program,

perquisite or arrangement to the extent permissible under the general

terms and provisions thereof.

     7.   Termination of Employment.  Notwithstanding any other
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provision of this Agreement, the Executive's employment under this

Agreement may be terminated:

          (a)  by the Company, in the event of the Executive's

serious, willful misconduct in respect of the Executive's duties under

this Agreement, including conviction for a felony or perpetration of a

common law fraud which has resulted or is likely to result in material

economic damage to the Company or any of its subsidiaries, by written

notice to the Executive, specifying the event relied upon for such

termination;

          (b)  by either the Company or the Executive, if the

executive accepts employment or a consulting position with another

company; or

          (c)  by the Executive, in the event of any (i) failure to

elect or reelect or to appoint or reappoint the Executive to the

offices of President and Chief Executive Officer of the Company or

other material change by the Company of the Executive's functions,

duties or responsibilities which change would cause the Executive's

position with the Company to become of less dignity, responsibility,

importance or scope from the position and attributes thereof described 
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in Paragraph 2 above, (ii) assignment or reassignment by the Company

or by one of its subsidiaries of the Executive to another place of

employment outside of Fairfield County, Connecticut, (iii)

liquidation, dissolution, consolidation, or acquisition or merger of

the Company, or transfer of all or substantially all of its assets

other than a transaction in which a successor corporation with a net

worth at least equal to that of the Company assumes this Agreement and

all obligations and undertakings of the Company hereunder, or (iv)

reduction in the Executive's total compensation and benefits, as

specified in Paragraph 4 above and as currently provided, or other

material breach of this Agreement by the Company or any of its

subsidiaries, by thirty (30) days written notice to the Company,

specifying the event relied upon for such termination and given within

180 days after such event.

     8.   Payments Upon Termination of Employment.  In the event of
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any termination by the Executive pursuant to Paragraph 7(c) above, or

in the event the Executive's employment under this Agreement is

terminated by the Company for any reason other than one of those

specified in Paragraphs 7(a) or 7(b) above, the Company shall, as

liquidated damages or severance pay, or both, promptly pay to the

Executive and provide the Executive and the dependents, beneficiaries

and estate of the Executive as follows:

          (a)  The Company shall pay the Executive, at his option,

either as a lump sum or in equal monthly installments over the

unexpired portion of the term of employment provided for in Paragraph 
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3(a) above, a cash amount equal to the present value of the excess of

(i) the salary provided in Paragraph 4(a) above, including the

increases therein provided, for the unexpired portion of the term of

employment provided for in Paragraph 3(a) above (commencing with the

month in which termination shall have occurred) less the amounts, if

any, the Executive would have paid in cash in respect of employee

benefits provided for in Paragraph 4(c)(v) above if the Executive were

still employed, over (ii) the amounts, if any, paid to the Executive

pursuant to any severance or termination pay program or arrangement of

the Company or any of its subsidiaries, provided, however, that in the

event such termination occurs following a Change in Control (as

defined in Paragraph 14(a)), then the amount paid hereunder shall

instead equal 2 times the Executive's annual salary.

          (b)  The Company shall also pay the Executive a lump sum

cash amount equal to the present value of the excess of (i) the

aggregate benefit that would have been paid under the Retirement

Program described in Paragraph 4(c)(i) above as in effect on the date

first above written, if the Executive had continued to be employed at

an annual rate of compensation equal to that used to calculate the

payments provided by Paragraph 8(a) above, and to be entitled to

service credit for eligibility and benefit purposes during the

unexpired portion of the term of employment provided for in Paragraph

3(a) above, over (ii) the aggregate benefit actually payable under the

Retirement Program and any successor retirement program of the Company

consisting of a tax qualified pension plan and a related excess

benefit plan.  In clarification of the immediately preceding sentence, 
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the aggregate benefit that would have been paid under the Retirement

Program shall be calculated as of the normal or early retirement date

for which the Executive would have qualified, assuming the Executive

were still employed on that date and were fully vested in such

benefit, and which would produce the highest present value.

          (c)  The Company shall also pay the Executive a lump sum

cash amount equal to the present value of the aggregate contributions

or payments, if any, that would have been made by the Company or any

of its subsidiaries under the Thrift and Savings Program and Employee

Stock Ownership Plan described in Paragraph 4(c)(ii) and (iii) above

or any successor program of the Company in effect on the date on which

termination shall have occurred, if the Executive had continued to be

employed, and to participate in the Thrift and Savings Program and

Employee Stock Ownership Plan or such successor programs to the same

extent as the Executive participated for the last month during which

the Executive was permitted to participate, during the unexpired

portion of the term of employment provided for in Paragraph 3(a) above

at an annual rate of compensation equal to that used to calculate the

payments provided by Paragraph 8(a) above.

          (d)  For purposes of calculating the lump sum cash payments

provided by Paragraphs 8(a), (b) and (c) above, present value shall be

determined by using a discount factor equal to one percentage point

below the prime rate as published in The Wall Street Journal as of the

date on which termination shall have occurred.

          (e)  For a period of 24 months (commencing with the month in

which termination shall have occurred), the Executive shall continue 
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to be entitled to all employee benefits provided for in Paragraph

4(c)(v) above as may be in effect on the date of termination, as if

the Executive were still employed during such period under this

Agreement, with benefits based upon the compensation used to calculate

the payments provided by Paragraph 8(a) above, and if and to the

extent that such benefits shall not be payable or provided under any

such plan, the Company shall pay or provide such benefits on an

individual basis.  The medical, dental, health and welfare benefits

provided for in Paragraph 4(c)(v) above, in accordance with this

Paragraph 8(e) shall be secondary to any comparable benefits provided

by another employer provided that an appropriate refund is made of any

reduction in the amount paid pursuant to Paragraph 8(a)(i) which had

assumed that such benefits would be primary.

     (f)  All stock options granted to the Executive pursuant to the

Company's stock option plan shall become immediately vested and

exercisable, to the extent permitted by said plan.

     9.   Source of Payments; Interest.  All payments provided for in
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Paragraphs 4, 5, 6 and 8 above shall be paid in cash from the general

funds of the Company.  Any payments not made within thirty (30) days

after termination or such time as they may otherwise be due hereunder

shall bear interest at the interest rate used to establish the

discount factor provided for in Paragraph 8(d).  The Company shall not

be required to establish a special or separate fund or other

segregation of assets to assure such payments.
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     10.  Litigation Expenses.
          -------------------

          (a)  In the event of any litigation or other proceeding

between the Company and the Executive with respect to the subject

matter of this Agreement and the enforcement of rights hereunder, the

Company shall reimburse the Executive for all reasonable costs and

expenses relating to such litigation or other proceeding, including

reasonable attorneys' fees and expenses, provided that such litigation

or proceeding results in any:

  (i)     settlement requiring the Company to make a payment to the

          Executive, or

 (ii)     judgement or order in favor of the Executive enforcing any

          provision of this Agreement or awarding any payment or other

          consideration to the Executive, regardless of whether such

          judgement or order is subsequently reversed on appeal or in

          a collateral proceeding.

In no event shall the Executive be required to reimburse the Company

for any of the costs and expenses relating to such litigation or other

proceeding. The obligation of the Company under this Paragraph 10

shall survive the termination for any reason of this Agreement

(whether such termination is by the Company, by the Executive, upon

the expiration of this Agreement or otherwise).

     11.  Income Tax Withholding.  The Company may withhold from any
          ----------------------
payments made under this Agreement all federal, state, city or other

taxes as shall be required pursuant to any law or governmental

regulation or ruling. 
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     12.  Non-Disclosure of Proprietary Information.  The Executive
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will gain, with respect to the Company and its affiliates, detailed

knowledge of all affairs, trade secrets, discoveries, plans,

development work in process, cost information, outstanding bid and bid

proposal information, customer requirements, contractual provisions,

employee capabilities and proposed marketing initiatives, other

confidential information and the like (the "Proprietary Information")

in the course of the Executive's employment hereunder and under any

prior employment agreement with the Company or an affiliate, and the

Executive will necessarily continue to have the fullest knowledge of

such matters.  Disclosure to or utilization of such knowledge and

Proprietary Information to any person, firm, business, organization,

corporation, agency or other entity, whether or not engaged in any

line of business competing in any respect with the business of the

Company as now constituted, or as the same may be developed will cause

irreparable injury and damage to the business of the Company.  The

Executive covenants and agrees that he will not at any time, during

and after the period of his employment hereunder, except as may be

required by law, disclose any of the Proprietary Information to, or

utilize such information on behalf of, any person, firm, business,

organization, corporation, agency or other entity (other than an

employee or agent of the Company entitled to receive the same).  The

Executive's obligations under this Paragraph 12 shall not apply to

information which is or becomes part of the public domain through no

fault of the Executive.  Further, upon termination of his employment 
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hereunder, the Executive agrees that he will deliver to the Company,

or any affiliated company designated by the Company, any and all

records, files, lists or other documents containing information within

the scope of the foregoing description, including, without limitation,

the Executive's records of contracts with customers and potential

customers, and all copies of the same, and shall not retain any copies

of Proprietary Information.

     13.  Entire Understanding.  This Agreement contains the entire
          --------------------
understanding between the Company and the Executive with respect to

the subject matter hereof and supersedes any prior employment

agreement between the Company and the Executive, including the

employment agreement dated as of April 1, 1994, except that this

Agreement shall not affect or operate to reduce any benefit or

compensation inuring to the Executive of a kind elsewhere provided and

not expressly provided in this Agreement.

     14.  Severability.  If, for any reason, any one or more of the
          ------------
provisions or part of a provision contained in this Agreement shall be

held to be invalid, illegal or unenforceable in any respect, such

invalidity, illegality or unenforceability shall not affect any other

provision or part of a provision of this Agreement not held so

invalid, illegal or unenforceable, and each other provision or part of

a provision shall to the full extent consistent with law continue in

full force and effect.  If this Agreement is held invalid or cannot be

enforced, then to the full extent permitted by law any prior agreement 
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between the Company and the Executive shall be deemed reinstated as if

this Agreement had not been executed.

     15.  Consolidation, Merger, or Sale of Assets.  Nothing in this
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Agreement shall preclude the Company from consolidating or merging

into or with, or transferring all or substantially all of its assets

to, another corporation or acquiring entity which assumes this

Agreement and all obligations and undertakings of the Company

hereunder.  Upon such a consolidation, merger or transfer of assets

and assumption, the term, "the Company", as used herein shall mean

such other corporation or acquiring entity and this Agreement shall

continue in full force and effect.

     16.  Notices.  All notices, requests, demands and other
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communications required or permitted hereunder shall be given in

writing and shall be deemed to have been duly given if delivered or

mailed, postage prepaid, first class as follows:

          (a)  to the company:

               Aquarion Company
               835 Main Street
               Bridgeport, Connecticut  06601
               Attention:  Secretary

          (b)  to the Executive:

               Richard K. Schmidt
               113 Lochinvar Court
               Cary, North Carolina 27511

or to such other address as either party shall have previously

specified in writing to the other.
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     17.  No Attachment.  Except as required by law, no right to  
          -------------
receive payments under this Agreement shall be subject to

anticipation, commutation, alienation, sale, assignment, encumbrances,

charge, pledge, or hypothecation or to execution, attachment, levy, or

similar process or assignment by operation of law, and any attempt,

voluntary or involuntary, to effect any such action shall be null,

void and of no effect.

     18.  Binding Agreement.  This Agreement shall be binding upon,
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and shall inure to the benefit of, the Executive and the Company and

their respective permitted successors and assigns.

     19.  Modification and Waiver.  This Agreement may not be modified
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or amended except by an instrument in writing signed by the parties

hereto.  No term or condition of this Agreement shall be deemed to

have been waived, nor shall there be any estoppel against the

enforcement of any provision of this Agreement except by written

instrument signed by the party charged with such waiver or estoppel. 

No such written waiver shall be deemed a continuing waiver unless

specifically stated therein, and each such waiver shall operate only

as to the specific term or condition waived and shall not constitute a

waiver of such term or condition for the future or as to any act other

than that specifically waived.

     20.  Headings of No Effect.  The paragraph headings contained in
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this Agreement are included solely for convenience of reference and 
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shall not in any way affect the meaning or interpretation of any of

the provisions of this Agreement.

     21.  Governing Law.  This Agreement and its validity,
          -------------
interpretation, performance, and enforcement shall be governed by the

laws of the State of Connecticut.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be

executed and its seal to be affixed hereunto by its officers thereunto

duly authorized, and the Executive has signed this Agreement, all as

of the date first above written.



                                   AQUARION COMPANY
ATTEST:



                                   By:  
-------------------------              ---------------------------
Secretary                               Its Chairman of the Board




                                   -------------------------
                                   RICHARD K. SCHMIDT 
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